Buffy Episode #123: "Lessons"
Transcript

NB: The content of this transcript, including the characters
and the story, belongs to Mutant Enemy. This transcript was created
based on the broadcast episode.

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1 EXT. BUFFY's BACKYARD - DAY
Warren shoots at Buffy, who is in her backyard with Xander. Meanwhile, while
running away, Warren fires a random shot that goes through the upstairs window
into Willow and Tara's bedroom.

Cut to:

2 INT. WILLOW
AND TARA'S BEDROOM AT BUFFY'S HOUSE- DAY
Tara is shot and falls to the floor. Blood spatters Willow's shirt.

WILLOWTara? Oh, God!

Willow is grief-stricken. She is holding Tara's dead body, and when she
looks up to heaven, her eyes turn red and black with dark magic because of her
anger.

Cut to:

3 EXT. WOODS SOMEWHERE IN SUNNYDALE - NIGHT
Warren is strung up between a pair of trees. He is tied at four points, splayed
out like the famous DaVinci diagram. Warren calls for help.

WARRENSomebody!

Willow, in full dark magic splendor (black hair, black eyes), motions her
hand toward Warren, and with a twist of her wrist, removes his skin. Warren
screams in agony.

Cut to:

4 INT. CAVE UNDERNEATH SUNNYDALE CEMETERY - DAY
Buffy and Dawn are stuck in a cave and cannot escape. Anya, who has recently
returned to demon status, has teleported herself into the cave to update them
on the Willow situation.

ANYAThings just got worse.

BUFFY
How worse?

ANYA
End of the world worse. Willow's going to destroy it.

Cut to:

5 EXT. DARK TEMPLE ON PACIFIC COAST CLIFF - DAYWillow is using her powers to activate a trigger at the temple that will
end the world. Xander interferes, and hugs her as she sobs.

XANDERI love you

Cut to:

6 INT. CAVE UNDERNEATH SUNNYDALE CEMETERY - DAY
Buffy and Dawn have just worked together to defeat an evil force, and Dawn surprised
Buffy by holding her own quite nicely.

BUFFY(to Dawn) Things really sucked lately. Things are going to change. And I'm
going to be there when it does.

Turkish music plays. Camera shows the city skyline and closes in on the
top of a building, and then to the street. A dark-haired girl is running through
the arched hallway, looking over her shoulder and panting from the exertion
of running so fast. She slips down an embankment. She's being chased. A man
on the street sees her through his front door, and closes it rather than help
her. Two people in hooded cloaks are chasing her. After trying various alleys
looking for an escape route, she finds herself trapped in a dead-end. She sees
a drain pipe next to her and decides to use it to scale the building. The people
chasing her grab her foot, but she manages to escape their grip and easily climbs
up to the roof. There, another hooded figure is waiting and pushes her off the
building. She screams, but she lands on the ground alive, on her back. Two hooded
figures hold her down, and she fights back with all her might. A third figure
raises an arched, shiny, silver dagger and thrusts down at her.

Cut to:

9 EXT. SUNNYDALE
CEMETERY - NIGHTCamera is at ground level, showing a new vampire rising from his grave.
He's middle-aged, wearing a suit. Sounds of his struggle to escape his grave
persist until he interrupts the girls talking.

BUFFYIt's about power.

Pan to Buffy talking to someone.

BUFFY
Who's got it. Who knows how to use it. So...

Tosses a stake to Dawn.

BUFFY
Who's got the power, Dawn?

DAWN
(sighs) Well, I've got the stake.

BUFFY
The stake is not the power.

DAWN
But he's new. He doesn't know his strength. H-he might not know all those fancy
martial arts skills they inevitably seem to pick up.

BUFFY
Who's got the power?

DAWN
He does.

BUFFY
Never forget it. Doesn't matter how well prepped you are or how well armed you
are. You're a little girl.

VAMPIRE
My foot's caught on a root or something, and... I don't even know how I got
down there. If you girls could just give me a hand...

DAWN
Hm. So, he's got the power?

BUFFY
Zip it.

VAMPIRE
I really appreciate it. It's just it's so dark, and I don't even know what I'm
doing here.

Buffy picks him up by his suit collar and puts him down standing on his
feet.

VAMPIRE
Whoa. Ooh. Thanks. That was a help. Unfortunately it was the last

Buffy grabs him by the throat. His voice turns scratchy.

VAMPIRE
thing you'll ever do.

BUFFY
Listen up. I'm the slayer. You don't want to get into it with me. You want blood?
You can have hers.

Vampire turns to go after Dawn.

BUFFY
Power. He's got it. He's going to use it. You don't have it, so 

Vampire is charging Dawn. She bends and flips him over her back.

BUFFY
use that. Perfect.

Dawn stakes him, and thinks she defeated him. But she missed the heart.
She gets a panicked look on her face. He pushes Dawn down, gets up and away
from her. She tries again to stake him, but he overpowers her and starts to
bite her neck.

DAWN
Buffy!

Buffy grabs the vampire's coat from behind, and he drops Dawn. Buffy fights
with swings, kicks, punches, etc. Finally, she grabs a nearby sword, and cuts
off his head.

She inspects Dawn's neck. There are two puncture wounds where the vampire
bit her.

DAWN
It's nothing, it's just a scrape. Plus, I had a plan the whole time.

BUFFY
Really?

DAWN
Yeah, I planned to get killed, come back as a vampire, and bite you.

BUFFY
You wanted to be trained.

DAWN
Well, just the next time when you're gonna disa

BUFFY
You did pretty well.

DAWN
I did?

BUFFY
Yeah.

DAWN
'Cause, you know, with the whole rolling thing, I was actually using his strength,
and it was very tai chi. Plus I nearly got the heart.

BUFFY
My first time out, I missed the heart too.

DAWN
No way.

BUFFY
Just the once.

Buffy walks back to pack up her tools and weapons. They begin walking home.

DAWN
Well, the next vampire I meet

BUFFY
The next vampire you meet, you run away. I just wish that was all we had to
worry about. Vampires, demons... they're nothing compared to what's coming.

DAWN
I know. I just can't believe it's back.

BUFFY
Believe me, I thought I was long past it. I guess you never are. Just a few
more days 'til it starts. Then we'll never know what's coming next.

Cut to:

10 EXT. NEW SUNNYDALE
HIGH SCHOOL - DAY
Zoomed in on a large pair of scissors. A man is using them to cut a huge red
ribbon. Pan out to a press conference and grand opening ceremony with reporters
and city officials standing around.

PRINCIPALIt is my great pleasure and privilege to announce the official openingon
the very ground that it first stood uponof the brand new state of the art
Sunnydale High!

Ceremonious clapping.

Opening credits and title sequence.

ACT I.

11 EXT. ENGLISH
COUNTRYSIDE - DAY

TITLE CARD: Westbury, England

Giles is riding a horse through the English countryside. Then we see him
walking through a field to a tree that Willow is sitting under. She is looking
at the ground making an exotic flower grow and bloom.

WILLOW
afraid. Yeah, they all are. The coven isthey're the most amazing women
I've ever met. But there's this look that they get. Like I'm gonna turn them
all into bangers and mash, or something. Which I'm not even really sure what
that is.

GILES
They're cautious. I trust you understand that.

WILLOW
I don't have that much power, I don't think.

GILES
Everything's connected. You're connected to a great power, whether you feel
it or not.

WILLOW
Well you should just take it from me.

She gets up and storms off, angry at herself. They walk toward a building.

GILES
You know we can't. This isn't a hobby or an addiction. It's inside you now,
this magic. You're responsible for it.

WILLOW
Will they always be afraid of me?

GILES
Maybe. Can you handle it?

WILLOW
I deserve a lot worse. I killed people, Giles.

They stop and look at each other.

GILES
I've not forgotten.

WILLOW
When you brought me here, I thought it was to kill me or to lock me in some
mystical dungeon for all eternity orwith the torture. Instead, you go all
Dumbledore on me. I'm learning about magic. All about energy and Gaia and root
systems.

GILES
Do you want to be punished?

WILLOW
I wanna be Willow.

GILES
You are. In the end, we all are who we are, no matter how much we may appear
to have changed.

Cut to:

12 EXT. IN FRONT
OF BUFFY'S HOUSE - DAY
Xander parks his car and walks to Buffy's front door, wearing a suit, carrying
a large tube of rolled up papers.

Cut to:

13 INT. BUFFY'S
HOUSE - DAY
Buffy's getting ready to send Dawn off to her first day of school. She is talking
to Dawn, who is still upstairs getting ready.

BUFFYDawn! Xander's here.

DAWN (O.S.)
Just a minute.

BUFFY
You're going to be late.

DAWN (O.S.)
I'm comfortable with that.

Buffy opens the front door to let Xander in.

XANDER
G'morning!

BUFFY
(to Dawn) Well, you gotta eat something. I made cereal.

DAWN (O.S.)
OK.

BUFFY
(to Xander) You're unconscionably spiffy.

Buffy walks into the kitchen. Xander follows.

XANDER
Client meeting. How exactly do you make cereal?

BUFFY
Ah, you put the box near the milk. I saw it on the food channel. Want something?

XANDER
I ate. I'm good. How are you?

BUFFY
My sister's about to go to the same high school that tried to kill me for three
years. I can't change districts, I can't afford private school, and I can't
begin to prepare for what could possibly come out of there. So, peachy with
a side of keen, that would be me.

XANDER
Well here's a little something for what ails ya.

Xander gestures with the tube of papers he brought in.

BUFFY
Mmm. You got the rest.

Xander goes into the dining room. Buffy follows. He lays out the plans for
the high school.

XANDER
Take a look.

DAWN
Hey. Check out double-O Xander.

BUFFY
Go. Talk with your mouth full.

XANDER
I've got two crews working on this diabolical yet lucrative new campus. One
here finishing the Science building. And one here, reinforcing the Gym. There
are no pentagrams, no secret passageways. Everything's up to code and safe as
houses.

BUFFY
Nothing creepy? Strange? From beyond?

DAWN
(with her mouth full) Maybe you're just paranoid.

XANDER
Well, there is one interesting detail. I managed to scare up the plan from
the old high school. You remember the very center of Sunnydale's own hell mouth?

Xander puts up new and old plans to the window so they can see through them.

BUFFY
Under the library.

XANDER
Right. So I lined up the plans, new and old. And right exactly where the library
was, we now have...

BUFFY
Principal's office.

DAWN
So the principal's evil?

BUFFY
Or in a boatload of danger.

XANDER
Well the last two principals were eaten. Who would even apply for that job?

BUFFY
Guess we'll see. Ooh, we have to leave though. You have everything? Books,
lunch, stakes?

DAWN
Checked thrice.

XANDER
(whispering to Buffy) Did you give her the...

BUFFY
No, I was saving it.

DAWN
What is it?

BUFFY
Back to school gift.

DAWN
It's a weapon, isn't it?

BUFFY
Yes, it is.

Dawn begins to open the present, but the camera cuts to the next scene before
showing what's inside.

Cut to:

14 EXT. IN FRONT
OF SUNNYDALE HIGH - DAY
Xander pulls the car up to drop Buffy and Dawn off in front of the school.

BUFFY
(to Xander) I'm gonna take her to class, have a look around.

XANDER
OK. I'm gonna be on-site here all day, so if you have any needs...

Buffy and Dawn get out of the car, and Xander drives off. They walk toward
the school's front archway.

BUFFY
Now, remember, if you see anything strange... or, you know...dead.

DAWN
I got it

BUFFY
And stay away from hyena people, or any lizard-type athletes, you know, or
if you see anyone that's invisible.

PRINCIPAL
I actually have heard of you, Miss Summers. Graduated from the old high school,
am I right?

BUFFY
Uh, yeah. How did you?

PRINCIPAL
Well, I better get back to work. Gotta start deadening young minds. It's really
nice to meet you. You have fun.

The principal leaves, and Buffy eyes him carefully as he walks away.

BUFFY
That was suspicious.

DAWN
You betcha. Bye.

Dawn walks away from Buffy through the school's courtyard to go to class.

BUFFY
Oh, Dawn

DAWN
I know! You never know what's coming. The stake is not the power. To Serve
Man is a cookbook. I love you. Go away.

Buffy crosses her arms, gets an idea, and walks toward the school.

Cut to:

15 INT. HALLWAYS
AT SUNNYDALE HIGH - DAY
Buffy is walking the halls of the high school while class is in session, checking
it out. Suddenly, a basketball is thrown at a locker by a kid who's not in class.
She goes to check it out, and sees a kid walk away down another hall out of
sight. While following him, Buffy passes a door with a sign that says "Basement.
No student access." She continues past it, checking out the halls.

Cut to:

16 INT. CLASSROOM
AT SUNNYDALE HIGH - DAY
Students are talking to each other before class, but not to Dawn. The teacher
gets their attention.

17 INT. RESTROOM
AT SUNNYDALE HIGH - DAY
Buffy walks into the girls' restroom and looks at herself in the mirror, fondling
her hair, pouting.

BUFFYIt's not "mom hair."

She goes to wash her hands and notices a small bundle of feathers, twigs,
crystals, and such bound together with string. She picks it up, and when she
looks in the mirror, she sees a girl who wasn't there before. The girl looks
dead.

DEAD GIRL
You can't protect her. You couldn't protect me.

Buffy turns around, and there's no one there. Then something else comes
after her and she backs against the wall.

DEAD JANITOR
Get out. Get out. Get out!

Buffy looks up again, and he's gone.

Fade to black.

ACT II.

16 INT. CLASSROOM
AT SUNNYDALE HIGH - DAY
Dawn's classroom again. It's her turn to describe herself to the others.

DAWNI love to dance. I like music. I'm very into Britney Spears' early work,
before she sold out. So mostly her, um, finger painting and macaroni art. Very
underrated. Favorite activities include not ever having to do this again, and
uh...

Buffy bursts into the classroom, frantic.

BUFFY
Dawn!

DAWN
What?

BUFFY
We have to go. It's not safe.

DAWN
But...

BUFFY
We, um. I mean I saw...

TEACHER
Can I help you?

BUFFY
No, I uh. Dawn, I just thought you were, um, in danger... of smoking. I'll
be around.

HALFREK
Listen, Anya. I know I've always been a little competitive with you. I mean,
there was that thing in the Crimean War. We laugh about it now. But the fact
is, I've actually always looked up to you. You were the single-most hard-core
vengeance demon on the roster, and everybody knew it. Do I have to mention Mrs.
Cholgash?

ANYA
Hmm. Ha. Good times.

HALFREK
And then you lost your powers. It happens, and you fell for this Xander guy.

ANYA
It was a glitch. A summer thing. I am so back in the vengeance fold.

HALFREK
No deaths. No eviscerations. You're not goading women into anything inventive,
and you're not delivering when it is.

ANYA
I don't even know

HALFREK
Waitress downtown wished her husband was a frog? You made him French.

ANYA
Hmph, he's smelly and with a little mustache. She

HALFREK
Listen, Anya, if it was just me

ANYA
What do you mean if it was just you?

HALFREK
D'Hoffrin. The lower beings. They're all feeling the heat. Something's rising.
Something older than the old ones, and everybody's tail is twitching. This is
a bad time to be a good guy.

ANYA
Well, what is thisan intervention? Shouldn't all my demon friends be here?

HALFREK
Sweetie... they are.

Cut to:

18 EXT. SUNNYDALE
HIGH SCHOOL - DAY
At the construction site, Buffy talks to Xander.

XANDERSo, how's it looking? Does the place pass inspection?

BUFFY
Oh, it's great... if you're a zombie ghost thing!

XANDER
So school's back in session, huh?

BUFFY
Seems like old times.

A construction worker walks up to where they were talking, so Xander and
Buffy walk to somewhere more private to have their conversation.

XANDER
So, zombies or ghosts?

BUFFY
I'm not sure. They were in the mirror, but they disappeared. Um, but they touched
me, I think. Well, let's just start with dead and pissed.

XANDER
They were after you personally?

BUFFY
They talked about protecting people. Told me to leave.

XANDER
No damage, though.

BUFFY
I think I may have destroyed Dawn's social life in all of about 30 seconds,
but apart from that, no.

XANDER
Ah, being popular isn't so great. Or so I've read in books.

BUFFY
This isn't a coincidence, you know, the school being rebuilt. It means something.

XANDER
As in what?

Cut to:

19 INT. CLASSROOM
AT SUNNYDALE HIGH - DAY
Dawn is sitting at her desk. The nerd sitting beside her asks her a question.

NERDCould I borrow a pencil?

Dawn nods. She unzips the pencil pouch in her notebook, and takes out a
yellow pencil, and hands it to hand him. When she looks up, she sees that he
has transformed into a freaky dead guy.

DEAD NERD
Thanks a lot.

Dead nerd takes the pencil and tries to stab Dawn's eye with it. She screams
and falls to the floor.

TEACHER
Are you all right?

Dawn looks around, and the Dead Nerd had disappeared. Her classmates are
all staring at her.

DAWN
I'm sorry. There was... a... a bee. It flew in my eye. I'm very allergic.

Dawn stands up.

TEACHERI think it's gone.

DAWN
Can I go to the bathroom?

TEACHER
Of course.

Dawn leaves the room. The other students look at each other trying to figure
out what Dawn's problem was.

STUDENT
Guess it runs in the family.

Cut to:

20 INT. RESTROOM
AT SUNNYDALE HIGH - DAY
Dawn goes into the restroom to gather her thoughts and recover from her scare.
She hides in the first stall and tries to catch her breath. She hears scared
crying from another stall. She gets up, leaves the stall, and checks for under
the other stall doors, looking for feet. No feet.

Cut to:

21 INT. HALLWAY
AT SUNNYDALE HIGH - DAY
Buffy is walking in the hall in a hurry and isn't looking where she's going.
She bumps into the principal.

PRINCIPALWhoa.

BUFFY
Ooh, sorry.

PRINCIPAL
Miss Summers. I didn't know you were still about.

BUFFY
Uh, yeah, I was just looking for

PRINCIPAL
I thought in general it was customary for a person who's graduated to, um,
you know, go somewhere else. (laughs)

BUFFY
Well, it's a new campus. I'm just getting to know it. You know, make sure it's
safe for my sister.

Cut to:

21 INT. RESTROOM
AT SUNNYDALE HIGH - DAY
Dawn decides to check in the stalls one by one. Cautiously, she pushes in the
first door. Empty. Second stall is empty too. When she pushes in the door to
the third stall, there's a girl there, sitting fetal style with her feet on
top of the toilet seat.

DAWNHey. What's wrong?

KIT
There's someone in here.

Dawn looks around.

DAWN
It's only me.

Kit shakes her head.

KIT
No, it's not.

Cut to:

23 INT. HALLWAY
AT SUNNYDALE HIGH - DAY
Buffy is still talking to the principal.

PRINCIPALYou know, I, um, have to be honest. I actually know a little bit more about
you than I let on before.

BUFFY
Isn't that interesting.

PRINCIPAL
Oh, it really is.

Cut to:

24 INT. RESTROOM
AT SUNNYDALE HIGH - DAY
Dawn and Kit are still talking.

DAWNLet's get you out of here, OK? Maybe we can get some air. I'm Dawn.

KIT
Kit.

DAWN
Saw something pretty creepy, huh?

KIT
You wouldn't believe me.

DAWN
I kinda sorta think I will. Was there a pencil involved in any

They look in the mirror and notice there are three dead people there (Dead
Girl, Dead Nerd, and Dead Janitor). The lights start exploding, sparks are shooting
out from them, and the floor is breaking under their feet. They scream. Hands
are reaching for them, pulling them down into the floor.

Fade to black.

ACT III.

25 EXT. ENGLISH
COUNTRYSIDE - DAY
In front of the same building where they were talking before, Willow has fallen
onto the ground and appears to be in pain. Giles is with her, and tries to hold
her.

WILLOWOh, God.

GILES
Just breathe.

WILLOW
I can't. God!

GILES
Just breathe.

WILLOW
What happened?

GILES
What do you remember?

Willow props herself up with her hands on the ground.

WILLOW
We were talking and I felt...

She recoils and brings her hands away from the ground suddenly frightened.

WILLOW
I felt the Earth. It's all connected. It is, but it's not all good and pure
and rootsy. There's deep, deep black. There's... I saw, I saw the Earth, Giles.
I saw its teeth.

GILES
The hell mouth.

WILLOW
It's gonna open. It's gonna swallow us all.

Cut to:

26 INT. BASEMENT
SUNNYDALE HIGH - DAY
The girls have fallen through the bathroom floor into the basement. There is
rubble all around them. They are on the floor, but appear to be undamaged. Kit
comes to first and goes to Dawn.

KITHey. Hey, wake up. Please wake up.

DAWN
Oh, oh, God, uh... Are you OK?

KIT
We have to leave.

DAWN
You're not wrong. C'mon. There's got to be a staircase.

Cut to:

27 INT. HALLWAY
AT SUNNYDALE HIGH - DAY
Buffy is still talking to the principal.

PRINCIPALThe school board recommended I spend a little time reading your record.
It's, um, quite a page-turner. Kind of a checkered past...

BUFFY
Huh. More like a plaid. Kind of a clan tartan of badness, really. You know,
but there were factors.

Cut to:

28 INT. BASEMENT
SUNNYDALE HIGH - DAY
The girls are walking around the basement, looking for an exit.

DAWNWhat did you see when I found you in the stall?

KIT
A girl. She said she died here, and that everybody dies here, and that we would
too.

DAWN
Here I was worried about not fitting in.

The girls run into someone unexpectedly in the basement and scream. It's
the boy who was playing with the basketball in the hallway earlier.

CARLOS
Who are you?

KIT
Who are you?

DAWN
Are you dead?

CARLOS
Stop saying that!

DAWN
Whoa. We're not dead. We saw creepy dead people, and we're just trying to get
out.

CARLOS
I just came down here for a smoke, you know, and I saw... it was a janitor.
He was yelling at me. I thought he was just pissed, but... I saw him in the
light.

DAWN
Wait, you came downstairs? Where?

CARLOS
Man, I got no clue. I ran away like a girl. I don't know this place at all.

DAWN
OK, so we can run around in circles, or...

Dawn walks down the corridor, and the others follow. Then a voice comes
from behind.

DEAD JANITOR
Do you really think you can run away?

KIT
It's not real.

DAWN
Lesson one: it's always real.

Dead people surround them now.

DEAD NERD
I tried to run too.

DEAD GIRL
I tried to scream. Doesn't matter how much you scream, nobody ever hears you.

DAWN
Hear me. Right. Ooh. I got a present.

KIT
What is it?

DAWN
A weapon.

Dawn dials the new cell phone, the gift that Buffy gave her earlier today.

Cut to:

27 INT. HALLWAY
AT SUNNYDALE HIGH - DAY
Buffy is still talking to the principal.

PRINCIPALWell, it's clear your sister looks up to you, which I think is great.

BUFFY
No, she's much, much worse than me. Troublemaker. Expulsion is really the only
way to go. You know, or you can suspend her for... three years.

PRINCIPAL
Well, how 'bout we give her a chance first. Just as long as she keeps her grades
up, and

BUFFY
If I'm the one who let you die, why take it out on her? I'm right here. C'mon,
what're you after? Fear? Revenge? Tasty brains?

DEAD NERD
I think I'd like Dawn to be my girlfriend.

BUFFY
Again, wrong sister. I'm the one that dates dead guys. And, no offense, but
they were hotties. I mean, I'm sure you had a great personality, but...

DEAD GIRL
Busy making out with your dead boyfriend while I was ripped to death by a werewolf?
(scoffs) Is that why you let me die?

DEAD NERD
I was screaming for help when they pulled me down

Buffy makes a "T" with her hands, gesturing for a timeout.

BUFFY
Hello! Not making myself clear. I don't care how you died. I'm sorry for your
loss, but where is my sister? Dawn!

DEAD JANITOR
She's not gonna hear you. This place is like a maze.

DEAD GIRL
This place is ours now. It was built on our graves.

DEAD JANITOR
All we want is for you to leave so we can rest again.

BUFFY
Actually, I'm thinking all you want is to get between me and that door. Who's
for finding out why.

Dead Nerd lunges at Buffy, who pushes him out of the way. Then Dead Girl
jumps on her back, and Buffy falls back to the ground to knock her off. When
Buffy gets up, she thought she had taken them all out, but suddenly all three
dead people are standing in front of the door again, like they reappeared there
supernaturally.

BUFFY
If at first you don't succeed...

Buffy leaps over them.

BUFFY
... cheat!

They jump her again. She fights them off and goes for the door.

BUFFY
Dawnie, we have to get o

When she opens the door, much to her surprise, it's not Dawn behind the
door after all. She's staring into the face of a longer-haired Spike. He looks
grim, and not the least bit happy to see her. Buffy is astonished.

Fade to black.

ACT IV

31 INT. BASEMENT
SUNNYDALE HIGH - DAY
Resume.

BUFFY
Spike? Are you real?

Spike laughs and looks funny at her. He stops laughing, and touches his
hand tenderly to her face.

SPIKE
Buffy, duck.

BUFFY
What? Duck? There's a duck?

From behind, the Dead Janitor hits her over the head with a pipe.

SPIKE
No visitors today. Terribly busy.

The Dead Janitor starts beating on Buffy with the pipe.

DEAD NERD
Told you to get out.

Buffy trips the Dead Janitor, making him fall to the floor. She jumps up
and uses the door where she found Spike to hit the Dead Janitor's head. Then
she goes into the room and latches the door behind her.

BUFFY
He'll probably show up in a sec.

SPIKE
Nobody comes in here. It's just the three of us.

BUFFY
Spike, have you seen Dawn? She came down here with some kids.

SPIKE
(Yelling) Don't you think I'm trying? I'm not fast. I'm not a quick study.
(Suddenly crying) I droped my board in the water and the chalk all ran. Sure
to be caned. (Laughs) Should've seen that coming.

He moves away from Buffy into a corner, but she follows. His unbuttoned
shirt was loose, but he covered his chest with it, crossed his arms, and leaned
his back against the wall. She reaches for his shirt to see what he was hiding.
He looks away. There are numerous deep gashes on the upper left side of his
chest, like he has been clawed.

BUFFY
What did you do?

SPIKE
I tried... I... tried to cut it out.

Buffy doesn't understand what's going on with Spike. He's clearly acting
strange, but her cell phone rings before she can figure it out. She turns away
from him to answer it.

BUFFY
Dawn?

DAWN
Buffy, where are you?

BUFFY
I...

Buffy is distracted by Spike's barely audible mumbling. He has crouched
down on the floor on his tiptoes.

BUFFY
Look, where are you?

DAWN
I don't know. In a room by the furnace. Near where we fell in. They dragged
us in here, and then they disappeared.

DEAD GIRL
Why do you think we picked you? The ones no one will miss. The ones that don't
belong. You spend all your time trying to get out of high school, and now you'll
never ever leave.

Dawn swings the brick-bag at the Dead Girl's knees and knocks her down.
The Dead Janitor knocks Dawn back with a punch to the face. Dawn shrieks. Buffy
hears her and runs toward the scream.

Cut to:

33 INT. RESTROOM
SUNNYDALE HIGH - DAY
Xander enters the restroom and sees the floor has fallen in.

XANDERWhoa. Contracty goodness. Talisman, talisman.

He edges himself around the hole in the floor to move toward the mirrors
and sinks.

Cut to:

34 INT. BASEMENT
SUNNYDALE HIGH - DAY
The dead people are still fighting Dawn and friends. The dead janitor attacks
Dawn, who screams.

DEAD JANITOR
You can thank your sister for this.

Buffy enters the room, and the Dead Nerd comes at her with a pipe. She
pushes him away and kicks the Dead Janitor away from Dawn.

DAWN
Thanks, sis.

BUFFY
We just need to keep them at bay.

The dead people keep attacking Buffy and Dawn.

DAWN
The bag!

Buffy kicks butt with the brick-bag and her karate kicks.

Cut to:

35 INT. RESTROOM
SUNNYDALE HIGH - DAY
Xander is looking around on the floor of the restroom and finds the feather/crystal/twig
talisman right where Buffy dropped it earlier.

XANDERYes! Talisman.

Dead Girl jumps on his back and attacks him.

Cut to:

36 INT. BASEMENT
SUNNYDALE HIGH - DAY
Buffy is still fighting the dead people. Dawn throws Buffy a metal pipe.

BUFFYDo you really want to keep this up?

DEAD JANITOR
What're you going to do, kill us?

Cut to:

37 INT. RESTROOM
SUNNYDALE HIGH - DAY
Still fighting off the Dead Girl, Xander breaks the talisman in half, and
the dead people vanish.

Cut to:

38 INT. BASEMENT
SUNNYDALE HIGH - DAY
After the dead people vanish in front of their eyes, the kids have a look of
awe on their faces.

CARLOS
Are they gone?

BUFFY
Yeah. The talisman must have been destroyed.

DAWN
How'd you know it was a talisman?

BUFFY
There's always a talisman. The real question is who put it there. C'mon, you
guys, let's go find a way upstairs, assuming there is one.

DAWN
You really weren't kidding about this place. I guess it hasn't changed.

BUFFY
I don't know. Seems smaller.

Cut to:

39 INT. HALLWAY
AT SUNNYDALE HIGH- DAY
Buffy is standing in the hallway, talking to Dawn, Kit, and Carlos.

BUFFYYou guys are gonna be OK. School is intense, but you'll do all right as
long as you're careful. And you might want to think about sticking together.

KIT
Thank you.

Kit hugs Buffy.

CARLOS
Yeah, I mean it. You are the coolest mom ever.

Buffy looks self-conscious and plays with her hair. Dawn saves her from
further embarrassment by ushering her friends away.

DAWN
OK. Come on, we still have a few more classes to live through.

Dawn kisses Buffy on the cheek, and walks away with her friends. The principal
walks up to Buffy.

PRINCIPAL
Curiouser and curiouser.

BUFFY
What is?

PRINCIPAL
Carlos Trejo and Kit Holburn, right? Possibly the only two students in this
school whose files are as thick as yours was.

BUFFY
You really did your homework, didn't you?

PRINCIPAL
I was looking for one or both of them to actually implode in a fearsome way
right before midterms. And now I see that you got 'em socializing and hugging
and actually, if I'm not mistaken, headed to class.

BUFFY
Well, we shared an... encounter.

PRINCIPAL
Look, I know you're probably more than happy to get out of this place. But
I gotta tell you, Miss Summers, I think you belong here.

BUFFY
Hmm, new?

PRINCIPAL
Listen, I know this school's reputation. What, you think I got this job based
on seniority? We got a lot of troubled students here, and just enough money
to keep this place from caving in.

BUFFY
Yeah, you might need a little extra there.

PRINCIPAL
Well, we do have a community outreach program. And the money we could pay you...
wouldn't even fold. But it would just be a couple of days a week.

BUFFY
Are you asking me to be a counselor?

PRINCIPAL
Well, we have a guidance counselor, but I was thinking the kids could use someone,
you know, closer to their age who still

BUFFY
I'm in!

PRINCIPAL
What, you serious? Youyou did hear the part about the money, right?

BUFFY
Yeah, I heard. My schedule might be a little funtastic, but, uh, I'll work
it out. I'd like to keep an eye on this place.

PRINCIPAL
Well, that's great. Look at that. It's not even noon, and I've already bullied
my first family member into helping out. I'm going to be the best principal
ever.

Principal walks away. Buffy looks pleased like maybe things will work out
after all.

Cut to:

40 INT. BASEMENT
SUNNYDALE HIGH - DAY
Back in the room where Spike was. He's still crouched down on the floor on his
tiptoes, hugging his knees. He looks vulnerable, like he's in there with someone
or something dangerous.

SPIKE
The thing is...I had a speech. I learned it all. Oh, God. She won't understand,
she won't understand.

Warren is circling Spike, addressing him as Spike cowers in the middle
of the room.

WARREN
Of course she won't understand, Sparky. I'm beyond her understanding. She's
a girl. Sugar and spice and everything...useless unless you're baking. I'm more
than that. More than flesh...

Warren morphs into Glory, who is still pacing and talking to Spike.

GLORY
...more than blood. I'm... you know, I honestly don't think there's a human
word fabulous enough for me. Oh, my name will be on everyone's lips, assuming
their lips haven't been torn off. But not just yet. That's alright, though...

Glory morphs into Adam. Apparently this monster is something that can
change shape and impersonate other characters. The Morphing Monster is still
pacing.

MORPHING MONSTER (as ADAM)
...I can be patient. Everything is well within parameters. She's exactly where
I want her to be. And so are you, Number 17. You're right where you belong.

Morphing Monster changes to the Mayor and bends down on one knee to talk
to Spike at eye-level.

MORPHING MONSTER (as THE MAYOR)
So what'd you think? You'd get your soul back and everything'd be Jim Dandy?
Soul's slipperier than a greased weasel. Why do you think I sold mine? (laughs)
Well, you probably thought that you'd be your own man, and I respect that,
but...

MORPHING MONSTER (as THE MASTER)
(stands) ...right back to the beginning. Not the Bang... not the Word... the
true beginning. The next few months are going to be quite a ride. And I think
we're all going to learn something about ourselves in the process. You'll
learn you're a pathetic schmuck, if it hasn't sunk in already. Look at you.
Trying to do what's right, just like her. You still don't get it. It's not
about right, not about wrong...

Morphing Monster walks around behind Spike, and when it reappears, it
has transformed into Buffy. As Buffy, it is standing with arms crossed in
front, with a smug and serious look on her face, glaring at Spike.